Exhibit (e)(11)
AMENDMENT NO. 1 TO
STOCKHOLDER PROTECTION RIGHTS AGREEMENT
THIS AMENDMENT No. 1 (the "Amendment"), dated as of November 29, 2000,
is between XXXXXX WORLDWIDE, INC., a Georgia corporation (the "Company"), and
CHASEMELLON SHAREHOLDER SERVICES, L.L.C., a New Jersey limited liability
company, as Rights Agent (the "Rights Agent").
RECITALS
A. The Company and the Rights Agent are parties to a Stockholder
Protection Rights Agreement, dated as of November 5, 1999 (the "Rights
Agreement").
B. Ricoh Company, Ltd., a Japanese corporation ("Ricoh"), and the
Company propose to enter into an Agreement and Plan of Merger, as amended from
time to time in accordance with its terms (the "Merger Agreement"), dated as of
November 29, 2000 pursuant to which LW Acquisition Corp., a Delaware corporation
and indirect subsidiary of Ricoh, will commence a tender offer (the "Tender
Offer") for the issued and outstanding shares of common stock, par value $0.01,
of the Company, including the associated rights to purchase shares of Company
Participating Preferred Stock, $.01 par value per share, and, upon completion of
the Tender Offer, will be merged with and into the Company (the "Merger").
C. Pursuant to Section 5.4 of the Rights Agreement, the Board of
Directors of the Company has determined that an amendment to the Rights
Agreement as set forth herein is necessary and desirable to reflect the
foregoing and certain other matters, and the Company and the Rights Agent desire
to evidence such amendment in writing.
Accordingly, the parties agree as follows:
1. AMENDMENT OF DEFINITION OF "ACQUIRING PERSON" IN SECTION 1.1. The
definition of "Acquiring Person" in Section 1.1 of the Rights Agreement is
amended by inserting the following at the end thereof:
"Notwithstanding anything in this Agreement to the contrary, neither
Ricoh Company, Ltd., a Japanese corporation ("Ricoh"), nor any
Affiliate or Associate of Ricoh shall be deemed to be an Acquiring
Person by virtue of the execution and delivery of the Agreement and
Plan of Merger, to be entered into as of November 29, 2000, between the
Company, LW Acquisition Corp., a Delaware corporation and indirect
subsidiary of Ricoh, and Ricoh, as it may be amended or supplemented
from time to time in accordance with its terms (the "Merger
Agreement"), or by virtue of any of the transactions contemplated by
the Merger Agreement."
2. AMENDMENT OF DEFINITION OF "FLIP-IN DATE" IN SECTION 1.1. The
definition of "Flip-In Date" in Section 1.1 of the Rights Agreement is amended
by adding the following sentence at the end thereof:
"Notwithstanding the foregoing or anything in this Rights Agreement to
the contrary, a Flip-In Date shall not be deemed to have occurred by
virtue of the Merger Agreement or by virtue of any of the transactions
contemplated by the execution and delivery of the Merger Agreement."
3. AMENDMENT OF DEFINITION OF "SEPARATION TIME" IN SECTION 1.1. The
definition of "Separation Time" in Section 1.1 of the Rights Agreement is
amended by adding the following sentence at the end thereof:
"Notwithstanding the foregoing or anything in this Rights Agreement to
the contrary, the Separation Time shall not be deemed to have occurred
by virtue of the execution and delivery of the Merger Agreement or by
virtue of any of the transactions contemplated by the Merger
Agreement."
4. AMENDMENT OF DEFINITION OF "STOCK ACQUISITION DATE" IN SECTION 1.1.
The definition of "Stock Acquisition Date" in Section 1.1 of the Rights
Agreement is amended by adding the following sentence at the end thereof:
"Notwithstanding the foregoing or anything in this Rights Agreement to
the contrary, the Stock Acquisition Date shall not be deemed to have
occurred by virtue of the execution and delivery of the Merger
Agreement or by virtue of any of the transactions contemplated by the
Merger Agreement."
5. AMENDMENT OF SUBPARAGRAPH (a) OF SECTION 3.1. Subparagraph (a) of
Section 3.1 of the Rights Agreement is amended by adding the following sentence
at the end thereof:
"Notwithstanding the foregoing or anything in this Rights Agreement to
the contrary, this Subparagraph (a) of Section 3.1 shall not apply to
the Merger or as a result of the execution and delivery of the Merger
Agreement or the transactions contemplated thereby."
6. AMENDMENT OF SUBPARAGRAPH (a) OF SECTION 3.2. Subparagraph (a) of
Section 3.2 of the Rights Agreement is hereby amended by inserting the following
sentence at the end thereof:
"Notwithstanding the foregoing, this Subparagraph (a) of Section 3.2
shall not apply to the Merger or as a result of the execution and
delivery of the Merger Agreement or the transactions contemplated
thereby."
7. EFFECTIVENESS. This Amendment shall be deemed effective as of
November 29, 2000, immediately prior to the execution and delivery of the Merger
Agreement. Except as
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amended hereby, the Rights Agreement shall remain in full force and effect and
shall be otherwise unaffected hereby.
8. MISCELLANEOUS. This Amendment shall be deemed to be a contract made
under the laws of the State of Delaware and for all purposes shall be governed
by and construed in accordance with the laws of such State applicable to
contracts to be made and performed entirely within such State. This Amendment
may be executed in any number of counterparts, each of such counterparts shall
for all purposes be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument. If any term, provision,
covenant, or restriction of this Amendment is held by a court of competent
jurisdiction or other authority to be invalid, void, or unenforceable, the
remainder of the terms, provisions, covenants, and restrictions of this
Amendment shall remain in full force and effect and shall in no way be affected,
impaired, or invalidated.
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IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to
the Rights Agreement effective as of the day and year first above written.
Attest: XXXXXX WORLDWIDE, INC.,
a Georgia corporation
/s/ J. Xxxxxxx Xxxxx /s/ Xxxxxx X. Xxxxxxxx
------------------------- -------------------------
Name: J. Xxxxxxx Xxxxx Name: Xxxxxx X. Xxxxxxxx
Title: Vice President, Title: Chairman and
General Counsel and Chief Executive Officer
Secretary
Attest: CHASEMELLON SHAREHOLDER
SERVICES, L.L.C.,
as Rights Agent
/s/ Xxxx X. Xxxxx, Xx. /s/ Xxxxxx X. Xxxxxxx
------------------------- -------------------------
Name: Xxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxxxx
Title: Assistant Vice President Title: Assistant Vice President
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